UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): November 7, 2017~~1934

Date of Report (Date of earliest event reported): June 11, 2018

Hawaiian Telcom Holdco, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware ~~(State or other jurisdiction of incorporation) 001-34686 (Commission File Number) 16-1710376 (I.R.S. Employer Identification No.)~~

~~1177~~(State ~~Bishop~~or ~~Street,~~Other ~~Honolulu,~~Jurisdiction ~~Hawaii (Address~~ of ~~principal executive offices~~Incorporation) ~~96813 (Zip Code)~~

Registrant’s telephone number, including area code (808) 546-4511

001-34686		16-1710376
(Commission File Number)		(IRS Employer Identification No.)

1177 Bishop Street, Honolulu, Hawaii		96813
(Address of Principal Executive Offices)		(Zip Code)

~~Check~~(808) ~~the appropriate box below if the Form 8~~546-~~K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~4511

~~o Written~~(Registrant’s ~~communications~~Telephone ~~pursuant to Rule~~Number, ~~425~~Including ~~under~~Area ~~the Securities Act (17 CFR 230.425~~Code)

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 58 — ~~Corporate~~Other ~~Governance and Management~~Events

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 7, 2017, Hawaiian Telcom Holdco, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of September 26, 2017, the Company’s record date for the Special Meeting, there were a total of 11,587,963 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 10,008,766 shares of the Company’s common stock were represented in person or by proxy and, therefore, a quorum was present.

Set forth below are the final results for each of the proposals submitted to a vote of stockholders at the Special Meeting. The proposals are described in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on October 5, 2017.

		For		Against		Abstain		Broker Non-Votes
1. To adopt the Agreement and Plan of Merger, dated as of July 9, 2017, by and among the Company, Cincinnati Bell Inc. and Twin Acquisition Corp. (the “merger agreement”).		9,990,714		510		17,542		0

		For		Against		Abstain		Broker Non-Votes
2. To approve, on a nonbinding, advisory basis, certain compensation that will be paid or may become payable to the Company’s named executive officers that is based on or otherwise relates to the merger as disclosed pursuant to Item 402(t) of Regulation S-K.		9,911,957		77,552		19,257		0

		For		Against		Abstain		Broker Non-Votes
3. To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement.		9,670,771		319,769		18,226		0

No other proposals were submitted for stockholder action.

Each of the proposals was adopted by the requisite holders of the Company’s common stock. Adjournment of the Special Meeting to solicit additional proxies was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement.

Section 8 — Other Events

Item 8.01 Other Events.

On ~~November~~June 711, ~~2017~~2018, Hawaiian Telcom Holdco, Inc. (the “Company”) and Cincinnati Bell Inc. (“Cincinnati Bell”) issued a joint press release (the “Press Release”) announcing ~~the~~an ~~results~~election deadline of ~~the~~5:00 ~~voting~~p.m., atNew York time, on June 21, 2018 for stockholders of the ~~Special~~Company ~~Meeting.~~to Aelect ~~copy~~the form of consideration they wish to receive, subject to the ~~Press~~proration ~~Release~~procedures isdescribed ~~filed~~in that certain Agreement and Plan of Merger (the “merger agreement”), dated as ~~Exhibit~~of July 999, 2017, by and among the Company, Twin Acquisition Corp.1 to(“Merger ~~this~~Sub”) ~~Current~~and ~~Report~~Cincinnati onBell, ~~Form 8-K~~for their shares of Company common stock in connection with the proposed merger of the Company with and isinto ~~incorporated~~Merger ~~herein~~Sub bypursuant ~~reference~~to the merger agreement (the “merger”).

2A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Joint Press Release of Hawaiian Telcom Holdco, Inc. and Cincinnati Bell Inc., dated ~~November~~June 711, ~~2017~~2018.

No Offer or Solicitation

This report is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

Additional Information and Where to Find it

In connection with the proposed transaction between the Company and Cincinnati Bell, Cincinnati Bell has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 on August 17, 2017, as amended on August 30, 2017 and October 2, 2017 (the “Registration Statement”) (which Registration Statement was declared effective on October 5, 2017), which includes a final prospectus with respect to Cincinnati Bell’s common shares to be issued in the proposed transaction and a definitive proxy statement for Hawaiian Telcom’s stockholders (the “Definitive Proxy Statement”), and the Company began mailing the Definitive Proxy Statement to its stockholders on or about October 10, 2017 and may file other documents regarding the proposed transaction with the SEC. SECURITY HOLDERS ARE URGED AND ADVISED TO READ ALL RELEVANT MATERIALS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT, CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION

ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Registration Statement and the Definitive Proxy Statement and any other documents filed or furnished by Cincinnati Bell or the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, security holders are able to obtain free copies of the Registration Statement from Cincinnati Bell by going to its investor relations page on its corporate web site at www.cincinnatibell.com and free copies of the Definitive Proxy Statement from the Company by going to its investor relations page on its corporate web site at www.hawaiiantel.com.

Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed merger ~~of Twin Acquisition Corp. with~~ and ~~into the Company pursuant to the merger agreement (the “merger”) and~~ related transactions and all other statements in this report and ~~the~~any exhibits furnished or filed herewith, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks, uncertainties and other factors that could cause the actual results to differ materially from such forward-looking statements, including, but not limited to (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or conditions to the closing of the merger may not be satisfied or waived, (2) the failure to satisfy the closing conditions, (3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed merger, (4) the effect of the announcement of the merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (5) the transaction may involve unexpected costs, liabilities or delays, (6) the Company’s business may suffer as a result of the uncertainty surrounding the transaction, (7) the outcome of any legal proceeding relating to the transaction, (8) the Company may be adversely affected by other economic, business and/or competitive factors, (9) the possibility that the expected synergies and value creation from the proposed transaction will not be realized or will not be realized within the expected time period, (910) the risk that the businesses of Cincinnati Bell and the Company will not be integrated successfully, and (11) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. In addition, certain risks, uncertainties and other important factors relating to the Company’s business could cause actual results to differ materially from those described in forward-looking statements and from historical results, including, but not limited to (1) failures in the Company’s critical back office systems and IT infrastructure, (2) a breach of the Company’s data security systems, (3) increases in the amount of capital expenditures required to execute the Company’s business plan, (4) the loss of certain outsourcing agreements, or the failure of any third party to perform under these agreements; adverse changes to applicable laws and regulations, (5) the failure to adequately adapt to technological changes in the telecommunications industry, including changes in consumer technology preferences, (6) adverse economic conditions in Hawaii, (7) the availability of lump sum distributions under the Company’s union pension plan; limitations on the ability to utilize net operating losses due to an ownership change under Internal Revenue Code Section 382, (8) the inability to service the Company’s indebtedness, (9) limitations imposed on the Company’s business from restrictive covenants in the Company’s credit agreements, (10) severe weather conditions and natural disasters, (11) network disruptions or other delays or interruptions of service, and (12) failure to renegotiate programming contracts with television content providers.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of the Company are described in the risk factors included in the Company’s filings with the SEC, including the Company’s ~~2016~~2017 Annual Report on Form 10-K, the Company’s ~~quarterly~~Quarterly ~~reports~~Reports on Form 10-Q and Current Reports on Form 8-K.

EXHIBIT INDEX

Exhibit Number		Description
99.1		Joint Press Release of Hawaiian Telcom Holdco, Inc. and Cincinnati Bell Inc., dated ~~November~~June 711, ~~2017~~2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

	HAWAIIAN TELCOM HOLDCO, INC.
November 7, 2017	/s/ Scott K. Barber
	Scott K. Barber
	President and CEO

Dated: June 11, 2018

	HAWAIIAN TELCOM HOLDCO, INC.

	/s/ Scott K. Barber
	Scott K. Barber
	President and CEO

Filing Compare · Hawaiian Telcom Holdco, Inc.